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Real estate assets—whether owned or leased—can introduce a layer of complexity that is often underestimated in M&A transactions. Whether the transaction involves a portfolio of owned properties or a network of leases, proper due diligence is essential to ensure operational continuity and avoid unexpected costs or restrictions. 

For owned real estate, due diligence must include a thorough review of title and zoning issues. Title searches may reveal liens, easements, or encumbrances that affect the property’s use or value. Zoning compliance must also be confirmed to ensure that current and planned operations align with local regulations. If the property was previously used for industrial purposes, environmental assessments may be necessary to identify potential contamination or remediation obligations. 

Many jurisdictions impose transfer restrictions or governmental approval requirements on real estate transactions, particularly for commercial properties or properties located in special regulatory zones. In some cases, deeds cannot be transferred without prior consent from local authorities, adding time and complexity to the closing process. 

In leased properties, lease assignment provisions are a critical concern. Commercial leases often require landlord consent before a lease can be assigned or transferred, which is typically triggered by an asset sale or a change of control in the tenant entity. Delays in obtaining this consent—or landlords using the event as an opportunity to renegotiate lease terms—can disrupt business operations or increase costs. In addition, buyers must assess lease terms such as renewal rights, escalation clauses, and maintenance obligations, which can significantly affect long-term operating expenses. 

Real estate issues often require coordination between legal, real estate, and finance teams to assess legal risks, valuation impacts, and post-closing implications. A proactive approach to identifying and resolving these matters ensures that the physical footprint of the business supports the strategic goals of the transaction without introducing unexpected liabilities. 

M&A Deals: Here’s What You Need to Know
Consents and Approvals: The First Gate to Closing an M&A Transaction
How Commercial Contracts Can Make or Break Your M&A Deal
What Really Keeps M&A Deals on Track? A Closer Look at Governance and Fiduciary Duties
The Overlooked Obstacle in M&A: Existing Debt and Its Hidden Risks
Employment & Compensation Issues

For guidance, contact Vincent Costa at vcosta@cmmllp.com or 631-738-9100.

“Legalized extortion!” That’s the most common response I hear from business owners when their businesses get dragged into a wage and hour lawsuit and forced to deal with opportunistic lawyers and federal and New York State laws that are heavily skewed against employers.

The way these laws are crafted encourages more lawsuits because in addition to any unpaid wages, employees can recover liquidated damages (essentially a double penalty), other penalties, interest, and even attorneys’ fees. Because of this, a case in which an employer may owe very little can turn into a mountain of damages very quickly.

In most cases — at least with the clients I represent, who tend to be various service industries such as restaurants, landscaping, and tradesmen — the business owners have paid their employees well and in the manner the employees requested (often in cash to avoid other obligations), treated them well and helped them out with personal situations such as loaning money, assisting with obtaining citizenship or helping their families. Likewise, the employers have given problematic employees multiple chances at keeping their jobs despite repeated performance issues.

Yet, typically after these employees leave or are terminated for one reason or another, they find their way to an attorney who can take advantage of the laws that heavily favor employees. Although the laws are designed to prevent abuse by employers, many of these cases tend to be more about poor record keeping by small businesses and lack of awareness of various technical legal obligations.

How can business owners avoid or at least minimize the risk of these lawsuits which can cripple their business? The most vital component comes down to recordkeeping. I’d say 90% of the businesses I represent have non-existent or mediocre record keeping at best. They either lack time records or payroll records, have no wage statements, no receipts if making payments in cash, no hiring notices, or all of the above and beyond. The businesses with minimal or no records are prime targets for lawsuits.

When an employee brings a lawsuit claiming they worked 15 hours a day, 75 hours a week and never got paid overtime or was not paid minimum wage, spread of hours, and so on, not having contemporaneous records disproving those allegations already puts the business owner in a very bad position even if the allegations are completely false, because there is a presumption favoring the employee in those circumstances. Having the records to disprove fabricated allegations by an employee could prevent a lawsuit in the first place (because the employee’s attorney won’t take the case if the likely recovery is minimal) or can significantly diminish the potential liability to the business which can aid in a quick resolution.

Taking steps such as:
(a) Hiring a payroll company to ensure accuracy in wage statements;
(b) Implementing a time clock system that requires all hourly employees to punch in and out daily;
(c) Requiring employees to sign off on the accuracy of weekly hours and pay;
(d) Having an employee handbook that lays out the start and end of the workday, how employees are paid, including tips if applicable (and having employees sign off on those policies);
(e) getting receipts (preferably signed by the employee) for any cash payments, are all critical measures for business owners to implement to prevent or minimize the risk of these lawsuits.

I can’t tell you the amount of times I wished an employer had any of the above to aid in the defense of a wage lawsuit. Being armed with these records can lead to a drastically different outcome in court.

The other key factor to preventing wage lawsuits is knowledge. There are so many obscure wage laws, whether it be federal, state or even more localized, like New York City. It’s extremely difficult for small business owners trying to run a business to keep up with constantly changing laws. That’s where having the right legal advisors in place is crucial. Not staying on top of ever-changing laws makes business owners sitting ducks for attorneys looking for their next class action victim.

For guidance on labor and employment issues, contact Jeff Basso at jbasso@cmmllp.com.

As a business owner, you likely sign or send out contracts on a regular basis many of which include “standard” arbitration clauses buried at the end and rarely questioned. But as more companies find themselves navigating costly and time-consuming arbitration proceedings, it’s become clear that these boilerplate provisions can have real financial and strategic consequences. This article is designed to help business owners understand why arbitration may not always deliver the efficiency it promises, what alternatives exist, and how a more deliberate approach to dispute resolution clauses can better protect your company’s time, money, and flexibility.

In practice, arbitration administered by the American Arbitration Association (“AAA”) can now feel a lot like court litigation, only more expensive. Filing fees can reach five figures before a single hearing is held. Discovery can expand beyond what was once “streamlined,” with document production, depositions, and motion practice resembling full-blown litigation. The scheduling process, arbitrator availability, and procedural steps often stretch timelines well past what clients expect from “private dispute resolution.”

That’s not to say arbitration is without merit. It still offers privacy, the potential for subject-matter expertise from the arbitrator, and (in some cases) finality without appeal. But it’s no longer a given that AAA arbitration is the right fit for every contract or every dispute.

Other reputable national providers, including JAMS and NAM, often offer more flexible rules, faster administration, or lower filing fees. Some allow parties to agree on modified procedures or streamlined timelines. And in some cases, the best course of action may be to forego arbitration entirely and preserve access to the courts, especially where injunctive relief, third-party discovery, or appellate rights may be critical.

The broader lesson for business owners is that dispute resolution provisions require deliberate attention at the drafting stage, not merely insertions by default. Consider the types of disputes that could arise, the potential costs, and the benefits of flexibility. You might want a very formal arbitration, or a more streamlined arbitration option. You might want to preserve the right to go to court while protecting venue, governing law, and jurisdiction. Mandatory mediation followed by arbitration or litigation can also be an effective approach for certain claims.

Contracts are a tool to manage risk, yet one of the greatest risks in commercial disputes today is being locked into an inefficient or costly forum simply because “that’s what everyone uses.” As dispute resolution evolves, so should our approach to arbitration clauses. Thinking strategically about arbitration and litigation at the outset can save time, money, and stress down the road. It can give you greater control when disputes inevitably arise. Choosing the right approach depends on your business, your deals, and the types of disputes you may face. Investing in careful contract language now protects both your business and your bottom line in the long run. This type of critical analysis is no longer optional – it’s a competitive advantage.

For more input and guidance, reach out to David Green at 631-738-9100.

Employees are often one of the most valuable and sensitive aspects of any mergers and acquisitions (M&A) transaction. While companies may focus on financial and operational synergies, overlooking the employment and compensation landscape can lead to legal complications, cultural disruption, and retention issues. People-related risks must be carefully assessed and addressed to ensure a smooth transition, preserve morale, and avoid costly liabilities.

One of the most immediate challenges is the potential for change-of-control payments. Executive employment agreements, particularly for senior leadership, often include provisions for bonuses, severance packages, or other compensation triggered by a sale or merger. These payments, sometimes referred to as “golden parachutes,” can be substantial and may require special approvals under tax laws or corporate governance rules. In public companies, they may also require shareholder disclosure or votes under securities regulations.

Beyond executives, many companies implement retention plans or offer equity-based compensation such as stock options or restricted stock units (RSUs). In an M&A context, these awards may accelerate automatically upon closing, meaning employees receive immediate vesting of their unvested equity. This can significantly increase transaction costs and lead to unintended consequences—such as employees leaving post-closing after cashing out. Buyers may need to negotiate modifications, implement new retention programs, or factor these expenses into the purchase price.

For businesses with unionized or heavily regulated workforces, labor law requirements introduce an additional layer of complexity. Collective bargaining agreements (CBAs) may require formal notice to, and in some cases consultation with, labor unions prior to a transaction. In certain jurisdictions, failure to follow these procedures can result in legal action, regulatory penalties, or strike activity. Even in non-union environments, laws such as the WARN Act in the U.S. may impose notification requirements for mass layoffs or plant closures related to the deal.

Another critical concern is benefit plan continuity. Health insurance, retirement plans, and other employee benefits may not automatically carry over in a transaction—particularly in asset sales, where the legal entity does not remain intact. Buyers must determine whether to assume, replicate, or terminate existing plans, and must ensure compliance with applicable laws such as ERISA (in the U.S.), tax codes, and non-discrimination rules. In cross-border deals, local benefit laws and employment protections may vary significantly, requiring jurisdiction-specific planning.

Ultimately, managing employment and compensation issues in an M&A transaction requires a strategic and legally sound approach. HR teams, legal counsel, and advisors must work closely together to conduct diligence, evaluate employment liabilities, communicate with employees, and structure retention and incentive programs aligned with the post-closing business goals. By anticipating and addressing these issues early, parties can protect the workforce, preserve deal value, and pave the way for a successful integration.

M&A Deals: Here’s What You Need to Know
Consents and Approvals: The First Gate to Closing an M&A Transaction
How Commercial Contracts Can Make or Break Your M&A Deal
What Really Keeps M&A Deals on Track? A Closer Look at Governance and Fiduciary Duties
The Overlooked Obstacle in M&A: Existing Debt and Its Hidden Risks

For guidance, contact Vincent Costa at vcosta@cmmllp.com or 631-738-9100.

Most of us have read the horror stories of lawyers haphazardly using AI to draft briefs, motions, and other filings which rely on cases that do not exist or, if they do, say something completely different than what the attorney claims. This has led to attorneys being disciplined, sanctioned and ridiculed.

In an effort to ensure that judges and court staff don’t meet the same fate, the New York State court system rolled out a new interim policy on the use of AI. The policy, which applies to all judges and non-judicial employees within the NYS Unified Court System, is intended to establish “guardrails to ensure fairness, accountability, and security in the use of AI, particularly generative AI, by our workforce.” Chief Administrative Judge Joseph A. Zayas stated in a press release regarding the policy, “While AI can enhance productivity, it must be utilized with great care. It is not designed to replace human judgment, discretion, or decision-making.”

While the new policy cites to the benefits of generative AI, it also warns that “factual assertions or citations to legal authority included in the [AI] output may be inaccurate or unreliable,” and that AI programs “occasionally fill in gaps in their source material by simply fabricating facts or citations.” The policy goes on to warn about bias and inappropriate output by generative AI as well as the vulnerability of confidential information if sensitive case information is inputted into AI and becomes publicly available.

This new policy contains guiding principles, essentially laying out that each judge bears the ultimate responsibility for the content of their opinions and orders, and that AI cannot be used to actually make decisions. Additionally, the rules that normally govern confidentiality for judges and court staff apply to the use of AI as well – so basically don’t input any specific identifying case information into AI software that could then become public. There are also several requirements and restrictions governing how AI is to be used, what software can be installed, and what information can be entered.

Overall, this new AI policy is a great first step to ensuring the general public and those in the legal industry that the courts in New York will continue to ensure fairness and act responsibly and ethically as the use of AI continues to evolve.

Read the full policy here.